Elan Corporation, plc (NYSE:ELN) today announced that it has scheduled shareholder meetings for Monday, November 18, 2013 in connection with Perrigo Company’s (NYSE, TASE: PRGO) (“Perrigo”) proposed acquisition of Elan.
As previously announced on July 29, 2013, Perrigo and Elan have entered into a definitive agreement pursuant to which New Perrigo will acquire Elan in a stock-and-cash transaction valued at approximately $8.6 billion (the "Acquisition"). The Acquisition will be effected by means of a “Scheme of Arrangement” under Irish law (the “Scheme”).
There will be two special meetings of Elan shareholders on November 18, 2013 in connection with the Scheme. Both meetings will be held at The DoubleTree by Hilton Hotel Dublin (formerly known as the 'Burlington Hotel'), Burlington Road, Upper Leeson Street, Dublin 4, Ireland. The first meeting, which is convened by order of the Irish High Court, will be held at 10:00 a.m. (Irish time). Immediately following this meeting, an extraordinary general meeting of Elan shareholders will be held. Both meetings are being held to seek shareholder approval of the Scheme of Arrangement in accordance with Irish law, and the approval of related matters by the Elan shareholders will also be sought at the extraordinary general meeting.
Holders of Ordinary Shares of record as at 5.00 p.m. (Irish time) on November 16, 2013 will be entitled to attend and vote at the special meetings. Holders and beneficial owners of American Depositary Shares (“ADSs”) as at 5.00 p.m. (New York City time) on October 11, 2013 (the “ADS Voting Record Date”) will have the opportunity to instruct the ADS Depositary to vote the shares represented by ADSs that they hold as of the ADS Voting Record Date.
Elan expects to mail the Scheme Circular and meeting materials to its shareholders by no later than October 17, 2013. These documents will provide information for shareholders, as well as instructions for shareholders on how to vote their shares.